Sagimet Biosciences expects $108M net from offering

The company plans to combine net proceeds with existing cash, cash equivalents and marketable securities for clinical programs, pre-launch work and corporate purposes.

Rhea-AI Filing Summary

Sagimet Biosciences Inc. agreed to sell 8,750,010 shares of Series A common stock at $10.00 per share and pre-funded warrants to purchase up to 2,750,010 shares at an offering price of $9.9999 per share issuable upon exercise. The offering is expected to close October 1, 2026, subject to customary closing conditions; the company expects $107.5 million in net proceeds after underwriting discounts and commissions.

The company plans to use the proceeds together with existing cash, cash equivalents and marketable securities for a Phase 3 denifanstat acne trial, denifanstat pre-launch activities, TVB-3567 through Phase 2 topline results, its topical FASN inhibitor program through IND submission, and general corporate purposes. The warrants are immediately exercisable at $0.0001 per share. Exercise is subject to a beneficial ownership limit of 4.99%, or 9.99% at a purchaser’s election; holders may adjust the limit up to 19.99% with at least 61 days’ prior notice.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series A common stock offered: 8,750,010 shares Shares underlying pre-funded warrants: Up to 2,750,010 shares Common stock offering price: $10.00 per share +4 more

7 metrics

Series A common stock offered 8,750,010 shares Underwritten offering

Shares underlying pre-funded warrants Up to 2,750,010 shares Underwritten offering

Common stock offering price $10.00 per share Underwritten offering

Pre-funded warrant offering price $9.9999 per share issuable upon exercise Underwritten offering

Expected net proceeds $107.5 million After underwriting discounts and commissions

Pre-funded warrant exercise price $0.0001 per share Warrants are immediately exercisable

Beneficial ownership limit 4.99%, or 9.99% at the purchaser’s election; adjustable up to 19.99% Adjustments require at least 61 days’ prior notice to the company

Key Terms

Pre-Funded Warrants, underwritten offering, shelf registration statement, IND submission

4 terms

Pre-Funded Warrants financial

"pre-funded warrants to purchase up to 2,750,010 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwritten offering financial

"relating to an underwritten offering"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

shelf registration statement regulatory

"effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

IND submission medical

"advancement of its topical formulation FASN inhibitor program to IND submission"

An IND submission is an application a drug developer files with a regulatory authority (for example, the U.S. Food and Drug Administration) asking permission to start testing a new medicine in humans. It shows the company’s lab and safety data and a plan for clinical studies; for investors, an accepted IND is like a green light to move from research to trials, reducing development risk and unlocking value milestones.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much net proceeds does SGMT expect from the offering?

Sagimet expects $107.5 million in net proceeds after deducting underwriting discounts and commissions.

What are the ownership limits on SGMT’s pre-funded warrants?

A holder, together with its affiliates, may not exercise warrants if doing so would result in beneficial ownership of more than 4.99% of the common stock, or 9.99% at the purchaser’s election. A holder may adjust the limit up to 19.99% by giving the company at least 61 days’ prior notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 06:03 AM Accepted by SEC EDGAR 09/30/2026 - 06:00 PM Learn about SEC filing dates

CA false 0001400118 0001400118 2026-09-30 2026-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2026

SAGIMET BIOSCIENCES INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41742		20-5991472
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Sagimet Biosciences Inc.

950 Tower Lane, Suite 1500,

Foster City, California 94404

(Address of principal executive offices, including zip code)

(650) 561-8600

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trade Symbol(s)		Name of each exchange on which registered
Series A Common Stock, $0.0001 par value per share		SGMT		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2026, Sagimet Biosciences Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC as representatives of the several underwriters named therein (the “Underwriters”) relating to an underwritten offering of (i) 8,750,010 shares (the “Shares”) of the Company’s Series A common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $10.00 per share, and (ii) pre-funded warrants to purchase up to 2,750,010 shares of Common Stock (the “Pre-Funded Warrants”), at an offering price of $9.9999 per share issuable upon exercise of the Pre-Funded Warrants, which represents the per share offering price for the shares of Common Stock less the $0.0001 per share exercise price for each such Pre-Funded Warrant (the “Offering”). The Offering is expected to close on October 1, 2026, subject to the satisfaction of customary closing conditions. All of the Shares and Pre-Funded Warrants in the Offering are being sold by the Company.

The net proceeds to the Company from the Offering are expected to be $107.5 million, after deducting underwriting discounts and commissions. The Company intends to use the net proceeds from this offering, together with its existing cash, cash equivalents and marketable securities, to fund a Phase 3 clinical trial for denifanstat in acne, pre-launch activities for denifanstat, TVB-3567 through Phase 2 topline results, advancement of its topical formulation FASN inhibitor program to IND submission and for general corporate purposes, including additional clinical development, working capital and operating expenses.

The Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.0001 and may be exercised at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

Leerink Partners LLC, TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc. acted as joint book-running managers for the Offering. Canaccord Genuity LLC, H.C. Wainwright & Co., LLC, JonesTrading Institutional Services LLC and Clear Street LLC acted as co-lead managers for the Offering.

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-281582), filed with the Securities and Exchange Commission on August 15, 2024 and declared effective on August 26, 2024.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing summary of the Underwriting Agreement and the Pre-Funded Warrants are qualified in their entirety by reference to the Underwriting Agreement and Form of Pre-Funded Warrant that are filed as Exhibit 1.1 and Exhibit 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. A copy of the legal opinion and consent of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Document
1.1		Underwriting Agreement, dated September 30, 2026, by and among the Company and Leerink Partners LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Sagimet Biosciences Inc.
Date: September 30, 2026				By:		/s/ David Happel
						David Happel
						Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 187.9 KB
• EX-4.1 EX-4.1 79.0 KB
• EX-5.1 EX-5.1 10.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB